Common use of Collateral and Guaranty Requirements Clause in Contracts

Collateral and Guaranty Requirements. Subject to the Agreed Security Principles: (a) If (x) the Company forms or acquires any Restricted Subsidiary after the Effective Date that is not an Excluded Subsidiary or (y) any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (including by becoming a Discretionary Guarantor), then the Borrower will promptly notify the Administrative Agent thereof and within thirty (30) days (provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) after such Restricted Subsidiary is formed or acquired (in the case of clause (x) above) or ceases to be an Excluded Subsidiary (in the case of clause (y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is not already a party thereto; (ii) pledge all of the Equity Interests of such Restricted Subsidiary that are owned by any Credit Party (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, to the extent relating to the Collateral, to the extent required pursuant to the Agreed Security Principles); and (v) in the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through (iv) of this Section 6.12(a), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (b) Upon (w) delivery of any Rig under construction to the Company or any of its Restricted Subsidiaries as owner thereof after the Effective Date, (x) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent such Rig is not an Excluded Rig or already subject to a Collateral Rig Mortgage, (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or other extinguishment in full of all Indebtedness with respect to such Excluded Rig referred to in the definition of “Excluded Rig” or (z) the re-flagging of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of a Rig permitted by Section 7.12(a), in which event the Borrower shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms), if (1) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower shall within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (provided that with respect to a reflagging, the initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(b)): (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Administrative Agent and Common Security Agent shall deem reasonably necessary or advisable to grant to the Common Security Agent, for the ratable benefit of the Secured Parties (as defined in the Intercreditor Agreement), a Lien over such Rig owned by the Company or any of the Restricted Subsidiaries, as applicable; and (ii) in connection with the execution and delivery of such Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) such other instruments, certificates and documents described in Sections 4.2(a)(ii) with respect to such additional Collateral Rig, and (y) if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to by the Administrative Agent in its sole discretion) the Borrower shall execute and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment of the Borrower, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery of the Quiet Enjoyment Agreement, the Borrower shall cause the applicable Collateral Rig Owner to enter into, and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost of the Borrower to enter into such Quiet Enjoyment Agreement.

Collateral and Guaranty Requirements. Subject to the Agreed Security Principles: (a) If The Borrower will cause any Person becoming a Subsidiary (x) the Company forms or acquires any Restricted unless such Subsidiary after the Effective Date that is not an Excluded Subsidiary or (ySubsidiary) during any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Collateral Trigger Period to, within 30 days of such Person becoming a Subsidiary (including as such date may be extended by becoming the Administrative Agent in its reasonable discretion), become a Discretionary GuarantorGuarantor in accordance with the Collateral and Guaranty Requirement and satisfy clause (a) of the Collateral and Guaranty Requirement. (b) In connection with each redetermination of the Borrowing Base (or, if applicable, the initial determination and each redetermination of the Development Borrowing Base), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 5.01(f)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 85% of such total value, then the Borrower will promptly notify shall, and shall cause its Subsidiaries to, grant, within sixty (60) days of delivery of the certificate required under Section 5.01(f), to the Administrative Agent thereof as security for the Secured Obligations a First Priority Lien on additional proved Oil and within thirty (30) days (provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) after such Restricted Subsidiary is formed or acquired (in the case of clause (x) above) or ceases to be an Excluded Subsidiary (in the case of clause (y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is Gas Properties not already subject to a party First Priority Lien such that after giving effect thereto; (ii) pledge all of , the Equity Interests Mortgaged Properties will represent at least 85% of such Restricted Subsidiary that are owned total value. All such Liens will be created and perfected by any Credit Party (and deliver in accordance with the original stock certificatesprovisions of Mortgages or other Collateral Documents, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, to the extent relating to the Collateral, to the extent required pursuant to the Agreed Security Principles); and (v) in the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through (iv) of this Section 6.12(a), in each case in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the Common Security Agent foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor in accordance with the Collateral and Guaranty Requirement and satisfy clause (it being agreed that any such opinion substantially in a) of the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes)Collateral and Guaranty Requirement. (bc) Upon (w) delivery of any Rig under construction to the Company or any The Borrower will, and will cause all of its Restricted Subsidiaries as owner thereof after the Effective Date(unless such Subsidiary is an Excluded Subsidiary), (xi) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent such Rig is not an Excluded Rig or already subject to a Collateral Rig Mortgage, (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or other extinguishment in full of all Indebtedness with respect to such Excluded Rig referred to in the definition of “Excluded Rig” or (z) the re-flagging of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of a Rig permitted by Section 7.12(a), in which event the Borrower shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms), if (1) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower shall within thirty (30) days after any Collateral Trigger Date (or as such later date as may be agreed to extended by the Administrative Agent in its sole reasonable discretion) (provided that with respect ), to a reflagging, the initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(b)): (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Administrative Agent and Common Security Agent shall deem reasonably necessary or advisable to grant to the Common Security Agent, for the ratable benefit of the Secured Parties become Grantors (as defined in the Intercreditor Guaranty and Collateral Agreement)) and, a Lien over in the case of such Rig owned by Subsidiaries, Guarantors in accordance with the Company or any Collateral and Guaranty Requirement and satisfy clause (a) of the Restricted Subsidiaries, as applicable; and Collateral and Guaranty Requirement and (ii) in connection with the execution and delivery of such within sixty (60) days after any Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) such other instruments, certificates and documents described in Sections 4.2(a)(ii) with respect to such additional Collateral Rig, and (y) if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied Trigger Date (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to extended by the Administrative Agent in its sole reasonable discretion) satisfy clause (b) of the Borrower shall execute Collateral and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) Guaranty Requirement with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution Oil and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment Gas Properties of the Borrower, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery Loan Parties representing at least 85% of the Quiet Enjoyment Agreement, total value of the Borrower shall cause the applicable Collateral Rig Owner to enter into, Oil and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost Gas Properties of the Borrower and its Subsidiaries evaluated in the Reserve Report most recently delivered pursuant to enter into Section 5.01(e) (including, if applicable, any Reserve Report delivered pursuant to Section 5.01(e)(iii) in connection with such Quiet Enjoyment AgreementCollateral Trigger Date).

Collateral and Guaranty Requirements. Subject On or prior to the Agreed Security Principles: Closing Date, the Collateral and Guaranty Requirements with respect to each Collateral Vessel shall be satisfied; provided that, to the extent lien searches or a Lien in the intended Collateral is not or cannot be provided or perfected in accordance with the Collateral and Guaranty Requirements on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any lien search and/or the provision and/or perfection of Liens in such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed (abut in any event, not later than 30 days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)); provided, further, that notwithstanding the immediately preceding proviso, the following shall constitute satisfaction of the provisions in clauses (ii), (v), and (vi) If of the definition of “Collateral and Guaranty Requirements” with respect to providing lien searches or with respect to perfection of a Lien in the intended Collateral on the Closing Date: (i) with respect to lien searches, provision of Uniform Commercial Code lien searches in Washington, D.C. or the jurisdiction of organization of each of the Borrower and the Subsidiary Guarantors, (ii) with respect to the perfection of the Lien (x) the Company forms or acquires any Restricted Subsidiary after the Effective Date that is not an Excluded Subsidiary or (y) any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (including by becoming a Discretionary Guarantor), then the Borrower will promptly notify the Administrative Agent thereof and within thirty (30) days (provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) after such Restricted Subsidiary is formed or acquired (in the case of clause (x) above) or ceases to be an Excluded Subsidiary (in the case of clause (y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is not already a party thereto; (ii) pledge all of the Equity Interests of such Restricted Subsidiary that are owned by any Credit Party (and deliver the original stock certificatescertificated Pledged Securities, if any, evidencing the Equity Interests of each Subsidiary Guarantor, delivery of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by certificated Pledged Securities on the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, Closing Date to the extent relating received from CPP after the Borrower’s use of commercially reasonable efforts to obtain such certificated Pledged Securities, (y) in the CollateralCollateral Vessels with respect to which a Collateral Vessel Mortgage is to be registered under the Flag Jurisdiction, delivery of documentation sufficient to register such Collateral Vessel Mortgages on the Closing Date to the extent required pursuant to that the Agreed Security Principles); and (v) in Borrower and the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through (iv) of this Section 6.12(a), in each case in form and substance Subsidiary Guarantors shall have made arrangements reasonably satisfactory to the Administrative Agent and (acting on instructions of the Common Security Agent (it being agreed that any Lead Arrangers) to register such opinion substantially in Collateral Vessel Mortgages on the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (b) Upon (w) delivery of any Rig under construction to the Company or any of its Restricted Subsidiaries as owner thereof after the Effective Closing Date, and (xz) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent such Rig is not an Excluded Rig or already subject to a Collateral Rig Mortgage, (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or in other extinguishment in full of all Indebtedness assets with respect to such Excluded Rig referred to in which a lien may be perfected by the definition of “Excluded Rig” or (z) the re-flagging filing of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of a Rig permitted by Section 7.12(a), in which event the Borrower shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect financing statement under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms)Uniform Commercial Code, if (1) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower shall within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (provided that with respect to a reflagging, the initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(b)): (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Administrative Agent and Common Security Agent shall deem reasonably necessary or advisable to grant to the Common Security Agent, for the ratable benefit of the Secured Parties (as defined in the Intercreditor Agreement), a Lien over such Rig owned by the Company or any of the Restricted Subsidiaries, as applicable; and (ii) in connection with the execution and delivery of such Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) such other instruments, certificates and documents described in Sections 4.2(a)(ii) with respect to such additional Collateral Rig, and (y) if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes)UCC-1 financing statements. (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to by the Administrative Agent in its sole discretion) the Borrower shall execute and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment of the Borrower, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery of the Quiet Enjoyment Agreement, the Borrower shall cause the applicable Collateral Rig Owner to enter into, and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost of the Borrower to enter into such Quiet Enjoyment Agreement.

Collateral and Guaranty Requirements. Subject to the Collateral Trust Agreement and the Agreed Security Principles: (a) If the Company (1) elects to (x) the Company forms or acquires cause any Restricted Subsidiary after the Effective Date Rig that is not an Excluded Subsidiary a Collateral Rig to become a Collateral Rig or (y) have any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (including by becoming is not a Guarantor become a Discretionary Guarantor)Guarantor and provide a Guaranty of the Secured Obligations and (2) forms or acquires a new JV Partner or JV Pledgor following the Effective Date, then then, in each case, the Borrower Company will promptly notify the Administrative Agent thereof and within thirty (30) days (thereafter, provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower Company is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such Agent(such consent not to be unreasonably withheld, conditioned or delayed)), will: (i) after cause any such Restricted Subsidiary is formed or acquired to become a party to the Guaranty and Collateral Agreement in the manner provided therein; (ii) (x) in the case of clause (xa)(x) above, take such actions to comply with the Collateral and Guaranty Requirements and the Collateral Rig Requirements with respect to such Rig and the owner of such Rig or (y) or ceases to be an Excluded Subsidiary (in the case of clause (ya)(y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is not already a party thereto; (ii) pledge all of the Equity Interests of such Restricted Subsidiary that are owned by any Credit Party (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect the Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, ’s assets that are required to the extent relating to the become Collateral, to the extent required pursuant to by the Agreed Security Principles); andCollateral and Guaranty Requirements and/or the Collateral Rig Requirements; (viii) in the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through and (ivii) of this Section 6.12(a), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes); and (iv) if any Equity Interests of such Subsidiary are owned by or on behalf of any Credit Party, cause such Equity Interests to be pledged pursuant to the Guaranty and Collateral Agreement or other applicable Collateral Document, to the extent such Equity Interests are otherwise required to be Collateral. (b) Upon (w) delivery of any Rig under construction to the Company or any of its Restricted Subsidiaries as owner thereof after the Effective Date, (x) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent Date and if such Rig is not an Excluded Rig or already subject to be a Collateral Rig Mortgage, or (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or other extinguishment in full of all Indebtedness with respect to such Excluded Rig referred to in the definition of “Excluded Rig” or (z) the re-flagging of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of with respect to a Collateral Rig permitted by Section 7.12(a), in which event the Borrower Company shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Collateral Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its [Senior Secured Revolving Credit Agreement] terms), if (1) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower Company shall within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (days, provided that with respect to a reflagging, the such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower Company is diligently pursuing the applicable steps required by this Section 6.12(b) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)):) of such delivery or re-flagging: (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent Collateral Trustee or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registryAcceptable Flag Jurisdiction, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Collateral Trustee (acting at the direction of the Administrative Agent and Common Security Agent Agent) shall deem reasonably necessary or advisable to grant to the Common Security AgentCollateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Intercreditor Agreement)Parties, a Lien over such Rig owned by the Company or any of the its Restricted Subsidiaries, as applicable; and (ii) in connection with the execution and delivery of such Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) the other Collateral Documents described in the definition of “Collateral Rig Requirements” with respect to such additional Collateral Rig, (y) such other instruments, certificates and documents described in Sections 4.2(a)(ii4.2(a)(ii)(C) and 4.2(a)(ii)(D) with respect to such additional Collateral Rig, and (yz) if reasonably requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag Acceptable Flag Jurisdiction under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner and in the jurisdiction of incorporation of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable satisfactory for such purposes). (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to by the Administrative Agent in its sole discretion) the Borrower shall execute and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment of the Borrower, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery of the Quiet Enjoyment Agreement, the Borrower shall cause the applicable Collateral Rig Owner to enter into, and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost of the Borrower to enter into such Quiet Enjoyment Agreement.

Collateral and Guaranty Requirements. Subject to the Agreed Security Principles: (a) If (x) the Company forms or acquires any Restricted Subsidiary after the Effective Date that is not an Excluded Subsidiary or (y) any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary (including by becoming a Discretionary Guarantor)Subsidiary, then the Borrower Company will promptly notify the Administrative Agent thereof and within thirty (30) days (provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower Company is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) after such Restricted Subsidiary is formed or acquired (in the case of clause (x) above) or ceases to be an Excluded Subsidiary (in the case of clause (y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Guaranty and Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is not already a party thereto; (ii) pledge all of the Equity Interests of such Restricted Subsidiary that are owned by any Credit Party (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, to the extent relating to the Collateral, to the extent required pursuant to the Agreed Security Principles); and (v) in the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through (iv) of this Section 6.12(a), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (b) Upon (w) delivery of any Rig under construction to the Company or any of its Restricted Subsidiaries as owner thereof after the Effective Date, (x) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent such Rig is not an Excluded Rig or already subject to a Collateral Rig Mortgage, (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or other extinguishment in full of all Indebtedness with respect to such Excluded Rig referred to in the definition of “Excluded Rig” or (z) the re-flagging of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of a Rig permitted by Section 7.12(a), in which event the Borrower Company shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms), if (1) the Collateral Coverage Ratio is less than 3.50 5.00 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower Company shall within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (provided that with respect to a reflagging, the initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower Company is diligently pursuing the applicable steps required by this Section 6.12(b)): (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent Trustee or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Administrative Agent and Common Security Agent Trustee shall deem reasonably necessary or advisable to grant to the Common Security AgentTrustee, for the ratable benefit of the Secured Parties (as defined in the Intercreditor Agreement)Parties, a Lien over such Rig owned by the Company or any of the its Restricted Subsidiaries, as applicable; and (ii) in connection with the execution and delivery of such Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) such other instruments, certificates and documents described in Sections 4.2(a)(ii4.1(a)(ii)(C) and 4.1(a)(ii)(D) with respect to such additional Collateral Rig, and (y) if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to by the Administrative Agent in its sole discretion) the Borrower Company shall execute and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower Company to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment of the BorrowerCompany, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery of the Quiet Enjoyment Agreement, the Borrower Company shall cause the applicable Collateral Rig Owner to enter into, and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost of the Borrower agrees to enter into such Quiet Enjoyment Agreement.

Collateral and Guaranty Requirements. Subject to the Agreed Security Principles: (a) If The Borrower will cause any Person becoming a Subsidiary (x) the Company forms or acquires any Restricted unless such Subsidiary after the Effective Date that is not an Excluded Subsidiary or (ySubsidiary) during any existing Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Collateral Trigger Period to, within 30 days of such Person becoming a Subsidiary (including as such date may be extended by becoming the Administrative Agent in its reasonable discretion), become a Discretionary GuarantorGuarantor in accordance with the Collateral and Guaranty Requirement and satisfy clause (a) of the Collateral and Guaranty Requirement. (b) In connection with each redetermination of the Borrowing Base (or, if applicable, the initial determination and each redetermination of the Development Borrowing Base), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 5.01(f)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 90% of such total value, then the Borrower will promptly notify shall, and shall cause its Subsidiaries to, grant, within sixty (60) days of delivery of the certificate required under Section 5.01(f), to the Administrative Agent thereof as security for the Secured Obligations a First Priority Lien on additional proved Oil and within thirty (30) days (provided that such initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(a)) (or such longer period as consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) after such Restricted Subsidiary is formed or acquired (in the case of clause (x) above) or ceases to be an Excluded Subsidiary (in the case of clause (y) above): (i) cause such Restricted Subsidiary to become a Guarantor hereunder and under the other Credit Documents and duly authorize, execute and deliver to the applicable Agent joinders to the Guarantee Agreement, U.S. Collateral Agreement and any other applicable Collateral Documents to the extent such Restricted Subsidiary is Gas Properties not already subject to a party First Priority Lien such that after giving effect thereto; (ii) pledge all of , the Equity Interests Mortgaged Properties will represent at least 90% of such Restricted Subsidiary that are owned total value. All such Liens will be created and perfected by any Credit Party (and deliver in accordance with the original stock certificatesprovisions of Mortgages or other Collateral Documents, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) cause such Restricted Subsidiary to take such actions to create, grant, establish, preserve and perfect Liens in favor of the applicable Agent on all property of such Restricted Subsidiary; (iv) execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent or the Common Security Agent (and, to the extent relating to the Collateral, to the extent required pursuant to the Agreed Security Principles); and (v) in the case of any Required Guarantor, deliver (or cause to be delivered), if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel, with respect to the matters described in clauses (i) through (iv) of this Section 6.12(a), in each case in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the Common Security Agent foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor in accordance with the Collateral and Guaranty Requirement and satisfy clause (it being agreed that any such opinion substantially in a) of the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes)Collateral and Guaranty Requirement. (bc) Upon (w) delivery of any Rig under construction to the Company or any The Borrower will, and will cause all of its Restricted Subsidiaries as owner thereof after the Effective Date(unless such Subsidiary is an Excluded Subsidiary), (xi) the acquisition by the Company or any of its Restricted Subsidiaries of any Rig after the Effective Date, to the extent such Rig is not an Excluded Rig or already subject to a Collateral Rig Mortgage, (y) any Rig ceasing to be an Excluded Rig as a result of the repayment, termination, cancellation or other extinguishment in full of all Indebtedness with respect to such Excluded Rig referred to in the definition of “Excluded Rig” or (z) the re-flagging of a Collateral Rig in an Acceptable Flag Jurisdiction after the Effective Date (other than in connection with a registration as a “foreign bareboat,” a temporary bareboat registration or a temporary re-flagging (or equivalent) of a Rig permitted by Section 7.12(a), in which event the Borrower shall be required to provide a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such “foreign bareboat,” a temporary bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms), if (1) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (2) the Additional Collateral Rig Test is not satisfied, in each case, at such time, then the Borrower shall within thirty (30) days after any Collateral Trigger Date (or as such later date as may be agreed to extended by the Administrative Agent in its sole reasonable discretion), to become Guarantors in accordance with the Collateral and Guaranty Requirement and satisfy clause (a) (provided that with respect to a reflagging, the initial 30-day period shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Borrower is diligently pursuing the applicable steps required by this Section 6.12(b)): (i) execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent, Common Security Agent or other applicable Agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as the Administrative Agent and Common Security Agent shall deem reasonably necessary or advisable to grant to the Common Security Agent, for the ratable benefit of the Secured Parties (as defined in the Intercreditor Agreement), a Lien over such Rig owned by the Company or any of the Restricted Subsidiaries, as applicable; and Collateral and Guaranty Requirement and (ii) in connection with the execution and delivery of such within sixty (60) days after any Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) such other instruments, certificates and documents described in Sections 4.2(a)(ii) with respect to such additional Collateral Rig, and (y) if requested by the Administrative Agent or the Common Security Agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction of the flag under which the applicable additional Collateral Rig is registered in the name of the applicable Collateral Rig Owner, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent and the Common Security Agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to an Agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). (c) If, on any date that a Compliance Certificate is delivered pursuant to Section 6.6(b)(ii), the Additional Collateral Rig Test is not satisfied Trigger Date (as set forth in such Compliance Certificate), then within thirty (30) days thereafter (or such later date as may be agreed to extended by the Administrative Agent in its sole reasonable discretion) satisfy clause (b) of the Borrower shall execute Collateral and deliver, or shall cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) Guaranty Requirement with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause the Additional Collateral Rig Test to be satisfied upon the execution Oil and delivery of such documents and such additional Rigs becoming Collateral Rigs. (d) If so requested in writing by the Borrower to the Administrative Agent or the Common Security Agent, no later than the date on which any Collateral Rig Mortgage is required to be executed and delivered with respect to any Collateral Rig in accordance with the terms of this Agreement, or in the case of a new charter contract or similar contract is entered into that, in the reasonable judgment Gas Properties of the Borrower, requires a new Quiet Enjoyment Agreement, no later than the date on which the charter contract or similar contract requires delivery Loan Parties representing at least 90% of the Quiet Enjoyment Agreement, total value of the Borrower shall cause the applicable Collateral Rig Owner to enter into, Oil and thereafter maintain in full force and effect, a Quiet Enjoyment Agreement with respect to such Collateral Rig. The Administrative Agent and the Common Security Agent, as applicable, agree, at the cost Gas Properties of the Borrower and its Subsidiaries evaluated in the Reserve Report most recently delivered pursuant to enter into Section 5.01(e) (including, if applicable, any Reserve Report delivered pursuant to Section 5.01(e)(iii) in connection with such Quiet Enjoyment AgreementCollateral Trigger Date).